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BADGER METER INC Director's Dealing 2015

May 12, 2015

30998_dirs_2015-05-12_a17d34d4-b3ac-42c2-acec-88055ff3d10a.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BADGER METER INC (BMI)
CIK: 0000009092
Period of Report: 2015-05-08

Reporting Person: JOHNSON RICHARD E (Sr. VP-Finance, Treas & CFO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-05-08 Common Stock M 657 $54.36 Acquired 94349 Direct
2015-05-08 Common Stock M 1260 $51.29 Acquired 95609 Direct
2015-05-08 Common Stock M 4500 $36.15 Acquired 100109 Direct
2015-05-08 Common Stock M 4000 $36.59 Acquired 104109 Direct
2015-05-08 Common Stock M 3000 $38.41 Acquired 107109 Direct
2015-05-08 Common Stock M 5400 $38.69 Acquired 112509 Direct
2015-05-08 Common Stock M 3000 $52.81 Acquired 115509 Direct
2015-05-08 Common Stock S 15789 $63.7968 Disposed 99720 Direct
2015-05-11 Common Stock S 6028 $63.314 Disposed 93692 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2015-05-08 Stock Options $52.81 M 3000 Disposed 2018-05-02 BMI Common Stock (3000) Direct
2015-05-08 Stock Options $38.69 M 5400 Disposed 2019-05-01 BMI Common Stock (5400) Direct
2015-05-08 Stock Options $38.41 M 3000 Disposed 2020-05-07 BMI Common Stock (3000) Direct
2015-05-08 Stock Options $36.59 M 4000 Disposed 2021-05-06 BMI Common Stock (4000) Direct
2015-05-08 Stock Options $36.15 M 4500 Disposed 2022-05-04 BMI Common Stock (4500) Direct
2015-05-08 Stock Options $51.29 M 1260 Disposed 2023-03-01 BMI Common Stock (1260) Direct
2015-05-08 Stock Options $54.36 M 657 Disposed 2024-03-07 BMI Common Stock (657) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 2336.2661 Indirect
Common Stock 5566 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Options $56.66 2025-03-06 BMI Common Stock (3249) 3249 Direct

Footnotes

F1: The price in Column 4 is a weighted average price. The prices actually received ranged from $63.50 to $64.07. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range for all transactions reported in this Form 4 utilizing an average weighted price.

F2: The price in Column 4 is a weighted average price. The prices actually received ranged from $63.05 to $63.70. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range for all transactions reported in this Form 4 utilizing an average weighted price.

F3: Stock Options are granted on a one-for-one basis.